Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/531

CHAP. VIII.] CORPORATION AND STATE. [§ 501. § 501. On the other hand, since the charter or enabling act of the corporation, when the right to alter and repeal is re- served, is to be regarded as between the state and the corpo- ration only as law, it is clear that the corporation has no vested or contract right to have the charter or enabling act remain unchanged so that in the future the corporation may continue to acquire by similar acts the same rights. The state may certainly impose individual liability on the shareholders as to future debts because of the concurrence of three reasons : first, as between the state and the corporation the enabling act em- bodied no contract ; secondly, in so far as the enabling act embodied the contract among the corporators, it embodied a contract the terms of which by the implied assent of the par- ties thereto could be changed at the will of the state ; thirdly, the supposed change being as to future indebtedness only, ex hypothese no other contract had been entered into, the obliga- tion of which would be impaired by the supposed legislation. It seems clear, however, that even as to future indebtedness, the state cannot impose increased liability on the shareholders, if the state has not reserved the right to alter and repeal ; for such change would {a) impair the obligation of the contract between the state and the corporation, and (b) that of the con- tract among the corporators, which, in this instance, was not made with the implied consent that it might be changed at the will of the state. 1 On the other hand, when by the enabling act, which the epectively, no constitutional legisla- tion can operate to impose retrospec- tively increased personal liabilities upon the stockholders." Dewey, J., in Commonwealth v. Cochituate Bank, 3 Allen, 42, 44. It is held, however, that a general banking law is not unconstitutional in its application to corporations already in existence, because it provides that the original shareholders shall re- main liable to the extent of their stock until it has been fully paid up, notwithstanding they may have transferred it. Such a provision is merely regulative of the transfers, and is such as was competent for the state to pass. Marr o. Bank of West Tennessee, 4 Lea (Tenn. ), 578. 1 Ireland v. Palestine Co., 19 Ohio St. 369, 372; limiting Palestine Co. v. Wooden, 13 Ohio St. 395. Contra, Gray v. Coffin, 9 Cush. 192; Coffin v. Rich, 45 Me. 507 ; Stanley v. Stanley, 26 Me. 191. Compare Longley v. Little, 26 Me. 162 ; Wheeler v. Frontier Bank, 23 Me. 308; Commonwealth v. Cochituate Bank, 3 Allen, 42 ; McGrowan v. McDonald, 111 Cal. 57. In these Maine cases the right to amend seems to have been reserved to the state. 511